Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DUCHOSSOIS RICHARD L
  2. Issuer Name and Ticker or Trading Symbol
CHURCHILL DOWNS INC [CHDN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
845 LARCH AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2007
(Street)

ELMHURST, IL 60126
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 12/14/2007   P   3,093 A $ 51.58 27,317 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/14/2007   P   2,500 A $ 51.17 29,817 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/14/2007   P   1,276 A $ 51.4 31,093 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/14/2007   P   200 A $ 51.81 31,293 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/14/2007   P   158 A $ 51.75 31,451 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/14/2007   P   100 A $ 51.24 31,551 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/14/2007   P   13 A $ 51.68 31,564 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   3,380 A $ 51.62 34,944 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   1,200 A $ 51.5 36,144 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   1,000 A $ 51.25 37,144 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   981 A $ 51.45 38,125 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   830 A $ 51 38,955 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   228 A $ 51.3 39,183 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   100 A $ 51.39 39,283 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   100 A $ 51.265 39,383 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   4 A $ 51.25 39,387 I By 845 Larch Acquisition Corp LLC
Common Stock (1) 12/17/2007   P   1 A $ 51.54 39,388 I By 845 Larch Acquisition Corp LLC
Common Stock (2)               3,150,000 I By Duchossois Industries, Inc.
Common Stock               15,000 I By RLD Revocable Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DUCHOSSOIS RICHARD L
845 LARCH AVENUE
ELMHURST, IL 60126
  X      
845 Larch Acquisition Corp LLC
845 LARCH AVENUE
ELMHURST, IL 60126
      Mem of 13d grp. more than 10%

Signatures

 /s/ Eric A. Reeves, attorney-in-fact for Richard L. Duchossois   12/18/2007
**Signature of Reporting Person Date

 /s/ Colleen M. O'Connor, Vice President and Treasurer of 845 Larch Acquisition Corp LLC   12/18/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This form is a joint filing by 845 Larch Acquisition Corp LLC (the "Purchaser") and Richard L. Duchossois. The shares of common stock of Churchill Downs Incorporated (the "Issuer") that are the subject of this report were acquired by the Purchaser on the open market. Richard L. Duchossois, by virtue of his relationship with the Purchaser, may be deemed to beneficially own the shares of the Issuer that are held by the Purchaser. Richard L. Duchossois disclaims beneficial ownership with respect to the shares of common stock of the Issuer held by the Purchaser, except with respect to the pecuniary interest in such shares attributable to him by virtue of his equity interest in the Purchaser.
(2) Reflects shares of common stock of the Issuer that are owned directly by Duchossois Industries, Inc. ("DII"). Richard L. Duchossois, by virtue of his relationship with DII, may be deemed to beneficially own the shares of the Issuer that DII may be deemed to beneficially own. Purchaser disclaims beneficial ownership with respect to the shares of common stock of the Issuer held by DII.
 
Remarks:
Exhibit 99 - Joint Filing Agreement (incorporated by reference to Exhibit 1 to Amendment No. 3 to the Schedule 13D relating to the common stock of the Issuer filed by DII on September 17, 2007).

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